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Distribution Agreement

THIS AGREEMENT is made and entered into this              by and between Pixelfly whose address is _______, (hereinafter the “Company”), and _________ whose address______________________ (hereinafter the “Distributor”).


WHEREAS, Company is engaged in the manufacture, sale and service of audio video products;

WHEREAS, Distributor is engaged in the distribution of products;

WHEREAS, Distributor recognizes and acknowledges that Distributor’s relationship with Company will provide Distributor with access to Company’s proprietary trade secret information and other confidential business information, including but not limited to information pertaining to Company’s customers, potential customers, methods of doing business, design, and/or sales and marketing strategies, and efforts which are legitimate protectable interests of Company; and

WHEREAS, Company would not be willing to make its above described information available to Distributor but for the protections provided by this Agreement; and

WHEREAS, the parties hereto desire for Distributor to undertake to promote, purchase and sell the Products (as hereinafter defined) upon the terms and conditions specified herein.

NOW THEREFORE, in consideration of the mutual promises and undertakings herein set forth, the parties hereby agree as follows:  

 

 

Article I

RIGTHTS AND OBLIGATIONS

 

1. The Company hereby appoints Distributor as a non-exclusive distributor for the products in _______ territory and Distributor accepts this appointment and agrees to sell, market and distribute the products as hereinafter set forth

 

2. The Company allow Distributor to use the Company’s trademarks (“Marks”) or copyrighted materials in Distributor’s sales program for the sole purpose of advertising and promoting the sale of products.

 

3. The Company Marks and copyrighted materials may not be used in any unlawful manner or any manner which would lessen the value of the Marks or copyrighted materials. Distributor does not own any interest in such Marks or copyrighted materials and Distributor’s right to use such materials shall terminate immediately upon the termination of this agreement.

 

4. Distributor shall notify the Company if Distributor becomes aware of any infringement of the Company’s trademarks, trade names, or copyrighted materials. Distributor agrees neither to register, nor to have registered, any trademarks, trade names, or symbols of the Company (or which are confusingly similar to the Company’s). Distributor further agrees that it shall not attach any additional trademarks, or trade names to the products, shall not remove, deface, alter or obscure any Mark affixed to the products and shall not affix any Mark to products other than those covered by this Agreement.

 

5. The Company may change the design of the products or its parts without prior notice to Distributor without incurring any liability whatsoever to Distributor, but changes related with models, features of the products, or EOL of any products will be noticed 30 days in advance.

 

6. Distributor shall conduct its business at all times in strict compliance with all applicable federal, state and local laws and regulations.

 

7. Distributor shall develop and maintain an adequate sales organization, to conduct advertising and sales promotion activities, and to obtain a reasonable share of sales of the products in the Territory aggressively

 

8. Distributor shall maintain an inventory of the products adequate in the Company’s reasonable opinion to meet Distributor’s current and anticipated sales responsibilities from time to time in the Territory.

 

9. Distributor shall establish and maintain quality service operations as recommended by the Company for all products within the Territory, which operations shall include the thorough training of personnel, the acquisition and maintenance of proper tools and equipment, and the provision of adequate service facilities, and to at all times comply with industry standards.

 

10. The Company may discontinue the manufacture of any product and make changes and improvements at any time in the specifications, manufacture or design of any product without incurring any obligation to Distributor or any customers of Distributor.  Products so changed or improved will be accepted by Distributor in fulfillment of existing orders.

 

11. The Company and Distributor shall cooperate in the development of mutually acceptable marketing, advertising and sales plans for the products; Distributor will not advertise the products or implement any marketing plan concerning the products without first submitting such advertising or marketing plan to the Company for approval.  

 

 

Article II

SALES TERMS AND WARRANTY

 

 

1. Pricing: Company and Distributor agree on the prices for product as described in exhibit A. Prices and discounts for the products as established from time to time by the Company are subject to change with 30 days advance notice.

 

2. Payment terms: T/T 30 in advance and 70% before shipment. At any time if the distributor fails to pay existing invoice, the Company may require prepayment in whole or any other payment terms as a condition of shipping any order of products.

 

3. Shipment terms: Products sold to Distributor shall be shipped under EXW. The Company’s manufacturing plant, at which point title to and risk of loss of the products shipped shall pass from Company to Distributor. Products shall be shipped via a carrier selected by the Company unless otherwise instructed in writing by Distributor.  Transportation charges are for the account of the Distributor. THE COMPANY SHALL NOT BE LIABLE TO DISTRIBUTOR FOR LOSS OR DAMAGE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, TO PRODUCTS WHILE IN TRANSIT OR AFTER ACCEPTANCE OF DELIVERY BY DISTRIBUTOR OR AS A RESULT OF A FAILURE TO FILL ORDERS, DELAYS IN DELIVERY OR ANY ERROR IN THE FILLING OF ORDERS. Any claims for shortage, loss or damage to products shall be made directly to the carrier of the products.

 

4. Product Warranty: The warranty on all products sold by Distributor shall be the standard warranty 3-5 years according to different products. The Company’s liability to Distributor, or to Distributor’s customers, with respect to products, if any, shall be limited as provided in such warranty.  THE COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR LIABILITY FOR THE LOSS OF USE OF THE PRODUCTS, LOSS OF TIME, INCONVENIENCES, COMMERCIAL LOSS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES AS A RESULT OF THE PRODUCTS OR THE USE OR SALE THEREOF.

 

5. Sales target and rebates. Sales Targets and Rebates programs should be subjected to Exhibition B. Company may consider to changing this agreement accordingly If the distributor has not met the sales targets as agreed

 

Article III

CONFIDENTIALITY

 

1. Distributor shall take all reasonable steps to ensure that all confidential information related to the Company products and general information relating to the business of the Company acquired by virtue of this Agreement shall not be disclosed or made use by Distributor for any purposes other than those of this Agreement. confidential information means any and all technical data, programs, materials, and other know-how presently owned by or developed by either party during the term of this Agreement which relate to the Company products, their manufacturer, promotion, marketing, advertising, or use. Upon termination of this Agreement, Distributor shall return to the Company all confidential information furnished here under and shall not retain in its possession any copies of such confidential information.

 

2. The provisions of this Article III shall survive the termination of this Agreement and shall remain in full force and effect. If Distributor threatens to breach or attempts to breach it, the Company shall be entitled to injunctive relief. In addition, the Company shall be entitled to damages and to recover from Distributor its costs and expenses, including attorney’s fees.

 

Article IV

TERMS OF TERMINATION

 

1. The effective period for this agreement is 1 year since contract was signed. this Agreement and shall continue automatically for successive one (1) year terms (“Renewal Term”) unless either party gives written notice of its intent not to renew the Agreement no less than thirty (30) days prior to the expiration of the Term or Renewal Term. Either parties can terminate this agreement under following circumstances, both parties should get the written notification with at least thirty (30) days advance.

 

(a) If either party breaches any provision of this Agreement or legal provisions.

(b) If the Partner liquidates, terminates, or petitions for bankruptcy.

(c) If the Partner fails to meet payment obligation by thirty (30) days or more.

 

2. Upon any termination of this Agreement:

(d) Distributor shall cease to be an authorized distributor of the products.

(e) Company may reject, in whole or in part, any order or orders for products theretofore submitted by Distributor.

(f) Distributor shall promptly pay to the Company all sums it owes to the Company, without deduction or set-off of any kind or nature, shall cease representing itself to be a distributor in the products, and shall cease to display, advertise or otherwise use any trade mark, trade name, service mark or business name claimed by the Company as such may appear on any sign, stationery, form, telephone listing, product literature or other document or object.

 

Article V

GENERAL PROVISIONS

 

1. The final interpretation of this agreement is attributed to Pixelfly. 

2. Any change to be effective of the agreement requires a formal written document signed by both parties.

3. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforce ability of the remaining provisions shall in no way be affected or impaired thereby.

4. All disputes arising from the performance of this Agreement should be firstly settled through friendly negotiations. 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year indicated above.

 

 

COMPANY:  Distributor:

 

___________________________                  _____________________________        

 

 

By:________________________    By: _________________________

(Authorized Officer)  (Authorized Officer)

    

                        

Date:    Date:

                                 

 

 

 

                           

EXHIBIT A

 

* Distribution product price list as below

 

Product

Cabinet size

Price (USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

address:2nd Floor , Building 8, No.7, Xinghua Industrial Building, Industrial Ave., Merchants St., Nanshan District, Shenzhen
© 2019 PIXELFLY
© 2019 PIXELFLY